105. Certificates; corrections.(a) Corrections prior to filing by department of state. Any certificate or other instrument relating to a domestic or foreign corporation submitted to the department of state under this chapter may be corrected with respect to any typographical, or similar non-material error apparent on the face of the certificate or instrument, prior to the filing of such certificate or instrument by the department of state. Such correction shall be effected by the department of state upon authorization in writing by the incorporator in a form acceptable to the department. Such authorization may be delivered by mail or sent by electronic mail to the department.
(b) Corrections following incorporation. Any certificate or other instrument relating to a domestic or foreign corporation filed by the department of state under this chapter may be corrected with respect to any typographical or similar non-material error apparent on the face or defect in the execution thereof including the deletion of any matter not permitted to be stated therein. A certificate, entitled "Certificate of correction of.......... (correct title of certificate and name of corporation)" shall be signed and delivered to the department of state by mail or electronic mail. It shall set forth the name of the corporation, the date the certificate to be corrected was filed by the department of state, the provision in the certificate as corrected or eliminated and if the execution was defective, the proper execution. The filing of the certificate by the department of state shall not alter the effective time of the instrument being corrected, which shall remain as its original effective time, and shall not affect any right or liability accrued or incurred before such filing.
(c) A corporate name may not be changed or corrected under this section other than to correct any typographical or similar non-material error.
Last modified: February 3, 2019